Helmet 2.0 Design Challenge Submission Terms and Conditions
Last Modified: May 02, 2019

NO PURCHASE NECESSARY TO ENTER OR WIN.  A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING.

Agreement to Terms

By selecting "I Agree" and in consideration of the evaluation of your submission to the Helmet 2.0 Design Challenge (the “Challenge”), including without limitation any designs, drawings, illustrations, techniques, processes, schematics and the like submitted therein (the "Design") by Brikk Innovations Incorporated., with its offices at 1023 Walnut St. Suite 100, Boulder, CO, 80302, and/or its subsidiaries and affiliates (collectively, "Brikk”, “the Company”, “we”, “us”, or “our”, as applicable) for possible use as a feature, function or component part of a helmet, a scale model or toy, clothing, wall graphics, appliances, equipment, machines and other items and/or as copy on a Brikk Platform or in promotional materials (the "Items") as described in more detail below, you agree to the Challenge terms and conditions set forth herein (the "Challenge Submission Terms and Conditions"), and the decisions of Brikk, which are final and binding, including but not limited to Brikk’s determination of the winner, even if such decisions result in decisions of other persons very similar to your Design. Winning a prize is contingent upon fulfilling all requirements set forth herein. Brikk’s Server Computer shall be the official time-keeping device for the Challenge.

To Enter

To enter the Challenge, during the Challenge Period, entrants must submit an entry on https://brikk.co/challenges/40001/helmet-20-design-challenge (the “Website”) during the Challenge Period and submit the Design, along with all required entrant information, including entrant’s name, age, address, and phone number.  All Designs must conform to the Design Criteria as set forth below, or it may be disqualified and not considered for the Challenge. The use of script, macro or any other device to automate or subvert the submission process is prohibited and all such submission will be void. In the event of a dispute as to the identity of an entrant based on the email address submitted at the time of submission, Design submission will be deemed from the person named on the applicable submission form (regardless of whether that is the name of the authorized account holder of the email address from which said submission form was submitted), provided such individual is eligible according to these Challenge Submission Terms and Conditions.

Design Criteria

For a Design to be eligible, it must satisfy the following requirements: A detailed written summary of your design, its function, materials you would use, and how it meets the design requirements and principles with a minimum of 500 words, a minimum of 6 renderings of your design from multiple angles both expanded and collapsed with a minimum size of 2000px wide in JPG or PNG formats, an STL version of the 3D Model of your design, and must be created using 3D Modeling or CAD software; not contain any identifiable names or markings of any third-party (such as logos or distinctive packaging); and not have previously won any award in a commercial Challenge or Contest prior to submission in this Challenge, or have been entered in any other commercial competition or Challenge where its entry would permit that Challenge or other entity any legal claim or rights to the Design. 

Any late, lost, misdirected, incorrect or incomplete entries will be disqualified and Brikk (and its agents) will not be responsible for such entries. In addition, Brikk reserves the right to decline to post the Design to the Platform, or select or disqualify a Design for consideration in the Challenge, for any reason, in Brikk’s sole discretion, including, but not limited to, substandard quality; indecent, illegal, tortious, defamatory, slanderous, libelous, or profane content incorporated into the Design; Design communicates messages or images inconsistent with the positive images and/or goodwill to which Brikk wishes to associate; or violation of these Challenge Submission Terms and Conditions. Designs will not be returned to entrants. 

Entrants may submit more than one Design for consideration in this Challenge. You understand that Brikk receives numerous submissions, many of which are similar to one another (and may be similar to your Design). Brikk’s platform is an open and public and we do not treat any Design as confidential or proprietary. By submitting to Brikk, do not expect that your Designs will be held in confidence by us or anyone else to whom Brikk is expressly permitted to disclose the Design under these Challenge Submission Terms and Conditions.

Eligibility

This Challenge is open only to individuals who are the age of majority or older at the time of entry, or where a Legal Guardians can act on their behalf, excluding employees of Brikk, its affiliates, and members of their immediate families (spouses, parents, children, and siblings and their respective spouses), and those living in the same household as each, who are. This Challenge is void where prohibited or otherwise restricted by law, including but not limited to any jurisdictions with laws that would require any registration, disclosure, filing, trust account, or posting of a bond, or any other requirements, that are not satisfied by these Challenge Submission Terms and Conditions.

Participation is subject to all federal, state and local laws and regulations. Void where prohibited or restricted by law. Multiple Entries are permitted. Each Entry will be reviewed independently. Multiple individuals may collaborate as a team to submit a single Entry, but a single individual must be designated as an official representative for each Entry. You are solely responsible for checking applicable laws and regulations in your jurisdiction before participating in the Challenge to make sure that your participation is legal. You are responsible for abiding by your employer's policies regarding participation in the Challenge.  Brikk disclaims any and all liability or responsibility for disputes arising between you and your employer, partners or other persons or entities related to this Challenge. You are solely responsible for all taxes and reporting related to any award that you may receive as part of the Challenge. You may be subject to background screenings as needed to assure the Brikk’s legal compliance.

You acknowledge and agree that all aspects and content of your Entry shall be treated as if made in the United States and United States laws relating to patents, inventions, assignments, and compensation shall supersede the relevant laws of any country in which the Entry may have been conceived and/or made.

For Entrants living outside the United States, you specifically acknowledge that you accept the practices and policies outlined in these Challenge Terms and in the Privacy Policy for the Challenge Website and consent to having your data transferred to and processed in the United States.

Entrant Representations, Warranties, and Obligations

By submitting any Design, you represent and warrant that: (i) you are the sole owner of all rights to the Design, which was created without any suggestion or request from any third party, and any development, use, production, distribution or other exploitation thereof will not infringe, misappropriate or violate any intellectual property or other rights of any person or entity; (ii) you are not, and will not be, violating your obligations or any rights of any third party by providing the Design or complying with your obligations hereunder; (iii) you have not previously licensed, sold, commercialized, transferred or assigned the Design to another person or entity; (iv) you have the full right to provide Brikk with the assignments and rights provided for herein, and (v) if your Design is selected as a winning entry by Brikk, you agree to executed such assignments and rights, including any Award Agreements (as defined herein).

Design License Grants

By submitting the Design, you hereby do and shall grant Brikk, and its affiliates and designees, a worldwide, non-exclusive, royalty-free, fully paid, perpetual (except as provided under “Restrictions on Use of Submitted Designs” below), sub-licensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Design in connection with the Brikk Platform(s), public viewing and voting for this Challenge, and/or otherwise in connection with Brikk (and its successors and assigns) marketing activities, in any media formats and through any media channels (including, without limitation, third party websites). In addition, you hereby do and shall grant each user of the Brikk Platform the rights you grant in the Terms of Use therein, including, without limitation, a license to access and vote on your Design through such Platform(s).

Restrictions on Use of Submitted Designs

In submitting your Design, you agree not to reproduce, adapt, display, or distribute, sell, or submit to others the Design for any commercial purpose, or enter the Design in another competition or Challenge for up to ninety (90) days after the end of the designated submission period (i.e., while the Design is being evaluated by Brikk). Notwithstanding the foregoing and for the avoidance of doubt, especially if you are a student but also for any other designer, you always retain the right (including during such ninety (90) day period) to include details of the Design in your personal portfolio for purposes of securing employment. Once the ninety (90) days have passed, even if your Design has not been selected as the winner by Brikk, Brikk may still choose to continue to use your Design for marketing purposes (e.g., on its Platform or on television, or in email or printed media) pursuant to the license granted above; however, you are free to use the Design for any commercial or non-commercial purpose and to request that Brikk stop using the Design by notifying Brikk by email at community@brikk.co. Following receipt of your notice, Brikk will remove your Design all of its marketing materials in a reasonably timely manner; however, you acknowledge and agree that Brikk is not obligated to remove Designs from, and retains a limited right to use the Designs in, its existing marketing materials, including without limitation where such removal would be impractical (such as in print media that has already been distributed). In addition, if your Design is to be used elsewhere, you cannot use the Brikk web community (the "Community") to promote the Design or the person or entity using the Design. You further agree not to use the Community to promote the products and/or services of any person or entity that operates in competition, directly or indirectly, with Brikk, as determined in Brikk’s sole discretion. Brikk reserves the right to choose your Design as the winner even after the ninety (90) day evaluation period has passed, on the condition that the Design has not yet been used for commercial purposes.

Winner Selection

There will be 3 potential winners (1 primary winner and 2 runners-up) in this Challenge. Brikk will pick in its sole discretion the top winning entry, including the overall winning Design, in its sole discretion based on the criteria set forth below. In selecting the winning entry, Brikk will take into consideration ratings and comments provided by its industry partners and jury members in connection with the Designs. Brikk Platform users may also view, rate and provide comments on a Design for the period of time designated on the Challenge web page following the submission and acceptance of a Design. Brikk will also consider, among other things: (i) judging criteria listed on the Challenge, (iI) feasibility of the Design and/or (iii) marketability. Awards are contingent upon the recipient signing an Affidavit of Eligibility, assignment and other documentation relating to the Prize (as defined below) that will be sent via email ("Award Agreement"). The Award Agreement must be returned to Brikk within 48 hours in order for the recipient to be officially recognized. If the winner is unable to accept the Prize, or if the winner does not return the signed Award Agreement within 48 hours after Brikk's emailing of the same, Brikk may automatically disqualify the winner and may select another winner in accordance with this Section. Among other things, the winner must agree to grant Brikk permission to use his/her name, photograph, and likeness for advertising and promotion of this and similar promotions and/or the Brikk's products or services without additional compensation, unless prohibited by law; and the winner must sign any applicable forms required by tax authorities. A Prize will only be awarded to a winner if he/she complies with all of these Challenge Submission Terms and Conditions and the terms and conditions of the Award Agreement. 

Selected Design

If your Design is selected as a winning entry by Brikk (a "Selected Design") and in consideration for a Prize awarded to you by Brikk pursuant to these Challenge Submission Terms and Conditions, you hereby assign and agree to assign to Brikk all right, title, and interest (including any and all intellectual and industrial property rights of any sort throughout the world) in and to such Selected Design, and every part or piece thereof. You shall assist Brikk, at Brikk's expense, to further evidence, record, and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. You hereby irrevocably designate and appoint Brikk as your agent and attorneys-in-fact to act for and in your behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by you. To the extent allowed by law, this Section and any license or grant to Brikk hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist's rights, moral rights or the like. To the extent any of the foregoing is ineffective under applicable law, you hereby provide any and all ratification and consents necessary to accomplish the purposes of the foregoing to the extent possible, including without limitation the grant of any exclusive, perpetual, royalty-free, full-transferable licenses that give rights comparable to ownership by Brikk. You will confirm any such ratification and consents from time to time as requested by Brikk.

Brikk may, but is not obligated to, use a Selected Design in any manner it chooses, including but not limited to, reproducing the Selected Design on select Items, selling Items bearing a Selected Design, changing or reworking Selected Designs by making color or size changes, making derivative works of the Selected Design, building or selling the selected design, building or selling a part or portion of the design as an accessory, incorporating all or part of the design within another design to be built or sold, building a scale model or toy based on or incorporating a Selected Design (or any revised version thereof), and using the Selected Design on a Brikk Platform and/or on Items. For the sake of clarity, if your Design is selected as a winning entry, you may no longer use, or allow others to use, such Design in any capacity except for listing the Selected Design as your work and as a winning entry as part of your professional portfolio. In addition, if applicable, Brikk may expect to, but is not obligated to, choose one of the Selected Designs as the basis for manufacturing a product; however, if it does choose one of the Selected Designs for that purpose, then Brikk [will award you the prize indicated in the Project Brief according to your placement in the Challenge]. You also agree to make yourself available to Brikk, upon reasonable request and at no additional charge, to answer questions about your Selected Design and to assist Brikk, at its sole discretion, with the production process of the product.

If you work (or have worked) for a company who might claim an interest in the Design, you promise to consult the company's legal counsel as to any restriction or ownership that company might have on your designs so that you might legally assign your Design to Brikk as described above.

Prizes

If your Design is selected as a winner of the Challenge by Brikk, prizes will be awarded as follows:

• Top Prize (1 award): $750 USD and Royalties in the form of 2.5% of Gross Profit based on sales of the first generation of the product
• Runners-Up (2 awards): $125 USD and Royalties in the form of 0.625% Gross Profit based on sales of the first generation of the product 

Additional awards (including the awards referenced in the Project Brief) and other prizes that are referenced on the Website may be awarded. You agree that such prizes awarded by Brikk (the "Prize") are the only consideration due to you by Brikk with respect to your assignment of the Selected Design to Brikk as described herein. Brikk reserves the right to change the payment terms at any time prior to the start of any Challenge Period, by posting them on the Brikk Platform prior to the start of the Challenge Period, and changes will be effective upon posting of the new terms. The method of payment will be based on the terms in effect at the start of the Challenge Period;

YOU ALONE WILL BE RESPONSIBLE FOR THE PAYMENT OF ANY AND ALL APPLICABLE FEDERAL, STATE, AND LOCAL TAXES THAT ARISE AS A RESULT OF RECEIVING THE PRIZE.

The Prize will be sent to winner within ninety (90) days after Brikk receives the Selected Design in appropriate formats deemed suitable by Brikk for usage, and all required Award Agreements are executed and delivered to Brikk. If the Design file formats are not deemed suitable for usage as determined by Brikk, then Brikk will notify you of the reason(s) for its determination by email and will make a good-faith effort to assist you in presenting a suitable high-resolution format. Such deliverables will be expressly delineated in the Challenge guidelines on the Website prior to the start of the Challenge Period. YOU AGREE NOT TO REQUEST ANY EXCHANGES OR SUBSTITUTIONS FOR YOUR PRIZE. YOU AGREE NOT TO TRANSFER OR ASSIGN YOUR PRIZE. YOU UNDERSTAND THAT COMPANY OFFERS THE PRIZE "AS IS" AND WITHOUT ANY WARRANTY OF ANY SORT, EXPRESS OR IMPLIED. Brikk reserves the right to substitute any portion of a Prize with a prize of substantially equal value, as determined by Brikk in its sole discretion. Unless otherwise specified, all currency referred to in this Challenge Submission Terms and Conditions is in $ USD.  No interest will be paid on any prize. If required by law, Brikk reserves the right to withhold and remit to the appropriate taxing authorities the amount of any taxes due. All costs and expenses associated with prize acceptance and use not specified herein as being provided are the sole responsibility of the winner. Other restrictions may apply.

Release, Indemnification, and Limitation of Liability

By participating in the Challenge, entrants agree to release and hold harmless Brikk, and its subsidiaries, affiliates, sales representatives, distributors, licensees, agents, advertising and Challenge agencies, and all directors, officers and employees of any of the foregoing entities (collectively, the “Released Parties”) from and against any claim or cause of action arising out of participation in the Challenge, or receipt or use of any prize, including, but not limited to: (a) unauthorized human intervention in the Challenge; (b) technical errors related to computers, servers, providers, or telephone or network lines; (c) printing errors; (d) lost, late, misdirected, incorrect, garbled, or incompletely received entries; (e) errors in the administration of the Challenge or the processing of entries; (f) injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Challenge or acceptance, receipt, use, or misuse of any prize; or travel to any Challenge-related events; and (g) any claims based on publicity rights, copyright/trademark infringement, intellectual property rights, defamation or invasion of privacy and merchandise delivery.  In the event that entrant breaches any of these Challenge Submission Terms and Conditions, Released Parties shall be entitled to and may seek indemnification from entrant for recovery of all legal fees, damages, costs, claims and other expenses that may be incurred by Released Parties as a result of the aforementioned breach. Entrant further agrees to release the Released Parties and their designees and assigns from any liability whatsoever, and waive any and all causes of action, for any claims, costs, injuries, losses and damages of any kind arising out of or in connection with the Challenge or acceptance, possession, or use of any prize (including, without limitation, attorneys’ fees, claims, costs, personal injuries, losses and damages related to personal injuries, death, damage to or destruction or property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory. The Company is not responsible if any prize cannot be awarded due to travel cancellations, delays or interruptions due to acts of God, acts of war, natural disasters, weather or acts of terrorism.

General Conditions

If any provision of these Challenge Submission Terms and Conditions are held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect and enforceable to the fullest extent permitted by applicable law. Brikk reserves the right, at its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the design Challenge or to be acting in violation of these Challenge Submission Terms and Conditions. If Brikk determines, in its sole discretion, that the Challenge is compromised by virus, bug, robot entries, or other corruption of the administration, security or proper operation of the Challenge, then, at its sole discretion, Brikk can either: (a) suspend the Challenge to address the impairment and then resume the Challenge in a manner that best conforms to the spirit of these Challenge Submission Terms and Conditions, or (b) award the Prize from among the non-suspect, eligible entries received up to the time of the impairment. In the event of any non-compliance with any requirement stated herein, the winner's Prize may be forfeited and awarded to an alternate winner. Unless otherwise prohibited by law, as a condition to participating in the Challenge or receiving any Prize awarded by this Challenge, each entrant agrees that (1) any and all disputes, claims, and causes of action arising out of or in connection with this Challenge, or any Prize awarded, shall be resolved individually, without resort to any form of class action, and will be determined by final and binding individual dispute resolution under the applicable arbitration rules of JAMS; (2) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Challenge, and in no event will entrant be entitled to received attorneys' fees or other legal costs; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, punitive, incidental, and consequential damages, and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.  All issues and questions concerning the construction, validity, interpretation and enforceability of these Challenge Submission Terms and Conditions, or the rights and obligations of entrant and Brikk in connection with this Challenge, shall be governed by, and construed in accordance with the laws of the State of Colorado, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Colorado or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the State of Colorado.

These Challenge Submission Terms and Conditions (together with the Terms Of Use included on the Brikk Platform and Award Agreements) set forth the entire agreement, and supersede any and all prior agreements of the parties with respect to the subject matter hereof. No change, modification or waiver to these Challenge Submission Terms and Conditions will be effective unless in writing and signed by the party against which enforcement is sought.